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Confidential Agreement

  • Between GINGER NINJAS QLD PTY LTD (ABN 84 156 585 741) ("Ginger Ninjas"), having registered address at Suite 22 / 11-13 Pearl Street, KINGSCLIFF NSW 2487 (the "Company") and
  • and
  • (together described as "the parties").

  • In order to enable them to engage in meaningful negotiations with a view to entering an agreement for the provision of services by Ginger Ninjas QLD to
  • the parties hereby consent to exchange or otherwise make information available to one another in relation to the [information of the transaction] on a confidential basis. To enable that exchange of information the parties agree as follows:

  • As a condition to their furnishing and use of Confidential Information each Party, being a "Discloser" or "Recipient" as the case may be, HEREBY AGREES TO THE FOLLOWING:.
    1. Nondisclosure. Each party agrees to keep confidential and not to disclose any of the other party's Confidential Information, as defined in Item 2.  Each party agrees not to use any of the other party's Confidential Information for any purpose other than the purpose for which the parties are exchanging such Confidential Information, as provided for in the schedule to this agreement. Each party further agrees to disclose Confidential Information only to those of its employees or agents who have a need to be provided with such information and who are bound by nondisclosure obligations consistent with the terms of this Agreement.
    2. Confidential Information. A party’s "Confidential Information" means any information that is not generally available to the public and that is treated as confidential by the Discloser including, without limitation, any pricing or costs information, analyses, reports, statements, software, tools, frameworks, know-how, industry information, and client-related information disclosed by such party; PROVIDED HOWEVER THAT "Confidential Information" shall not include any information that (i) is publicly available other than as a result of the Recipient’s breach of this agreement, (ii) was lawfully in the Recipient’s possession prior to its receipt hereunder, (iii) was lawfully disclosed to and came into the possession of the Recipient by a third party reasonably understood to have the right to disclose it, or (iv) is independently developed by the Recipient without breach of this agreement or the Discloser’s proprietary rights in the particular information comprised in the Confidential Information.
    3. Compliance with Laws.  If the Recipient becomes compelled by law to disclose any part or all of the Confidential Information to any person, the Recipient shall use reasonable efforts to provide the Discloser with prompt written notice of such requirement or advice prior to disclosure so that the Discloser may take such action as it sees fit in response to such requirement.  Otherwise, the Recipient must furnish only that part of the Confidential Information as it is required by law to furnish and, at the Discloser’s request and reasonable expense to take reasonable steps for its part to ensure that the Confidential Information so disclosed is treated with the utmost security and confidentiality consistent with the parties’ obligations under this agreement.
    4. Return or Destruction of Confidential Information.  If the Discloser so requests in writing, the Recipient shall return or destroy within five business days all copies of Confidential Information provided by the Discloser and certify to the Discloser within that period that it has done so, save that the Recipient shall be entitled to retain such documents as may be required to be retained by law including without limitation the rules or regulations of or imposed by any governmental, statutory or regulatory body and any relevant stock exchange and at least one (1) file copy for its internal records.
    5. Equitable Relief.  In the event of any breach of the provisions of this Agreement, the non-breaching party shall be entitled to take all steps reasonably necessary to enforce its rights at law or in equity against the breaching party and any other person involved in the breach, including in the form of injunctions or orders for specific performance. In the case of breach, the non-breaching party shall be entitled to recover from the breaching party its costs of and incidental to taking such steps in enforcing and protecting its rights, which costs shall be payable on an indemnity basis.
    6. Publicity.   The parties agree that, without the prior written consent of the other party, neither party shall refer to the other party or attribute any information to the other party in any external communication for any purpose, including without limitation in press releases, web sites, offering memoranda, and conversations with analysts.
    7. Non-Exclusivity.   Nothing herein requires either party to proceed with any negotiations toward any proposed transaction or relationship.  Each party may terminate those negotiations at any time by written notice to the other party PROVIDED THAT the restraints and other obligations stated herein shall survive until the expiration of the term provided in Item 8.  Each party acknowledges and agrees that the other party may have entered into and may continue to enter into discussions with third parties concerning the subject matter of the negotiations to which this agreement relates PROVIDED THAT this involves no breach of any obligation under this Agreement.  Notwithstanding anything in this Agreement, it is understood that during the course of working together, each party may further develop its general knowledge, skills and experience.  Each party may use and disclose its own confidential information and this general knowledge, skills and experience as retained in intangible form without restriction.
    8.   Term.  This Agreement shall terminate upon the expiry of twelve (12) months after the date first written above. Such termination shall not affect the liability of either Party for any breach committed prior to that time.
    9. General Clauses.  The validity and con­struct­ion of this Agreement shall be governed by the laws of Australia subject to the non-exclusive jurisdiction of the courts or tribunals of the State of New South Wales.  In the event a dispute arises in connection with this Agreement (including any dispute regarding the validity, interpretation, termination or implementation of this Agreement) which the Parties cannot resolve by negotiation or conciliation within 30 days from the date of such dispute arises as evidenced by written notice of one Party to the other Parties, any Party may refer the dispute to legal action for settlement. Any notice to be given under this agreement shall be by email to the email address of the other party as provided at the time of this agreement. This Agreement states the entire agree­ment and understanding of the parties on the subject matter of this Agreement and supersedes all previous ag­reements, arrangements, communications, and understan­dings relat­ing to that subject mat­ter.  Nothing in this Agreement shall be deemed to constitute any party a partner, joint ven­turer, employer, employee, master, servant, principal, or agent of any other party or of any other person.  This Agreement may be executed in counterparts.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.
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